Exhibit
10.44


 


TERMINATION AGREEMENT


 


This Termination Agreement,
dated as of May 31, 2003 (this “Agreement”), is made by and between ACE
European Markets Insurance Limited (“AEM”) and ACE Capital Re Overseas
Limited (“ACRO”). Capitalized terms used herein but not defined shall
have the meanings ascribed to such terms in the Reinsurance Agreement (as
hereinafter defined).


 


RECITALS


 


WHEREAS, AEM and ACRO have
entered into that certain Quota Share Reinsurance Agreement (including the
Special Acceptance, effective as of August 15, 2002, made in respect of and
subject to such Quota Share Reinsurance Agreement), effective as of the 1st
day of January 2002 (the “Reinsurance Agreement”):


 


WHEREAS, pursuant to the
terms hereof, AEM and ACRO desire to terminate the Reinsurance Agreement;


 


NOW, THEREFORE, in
consideration of the mutual agreements set forth herein, the parties hereto
agree as follows:


 


Section 1.                                            Termination.   Notwithstanding anything to
the contrary in the Reinsurance Agreement, AEM and ACRO hereby acknowledge and
agree that, effective the date hereof, the Reinsurance Agreement is hereby
terminated. Pursuant to the terms of the Reinsurance Agreement, (i) Policies
issued or renewed on or after the date hereof shall not be ceded under the
Reinsurance Agreement and (ii) the Reinsurance Agreement shall remain in effect
with respect to those Policies which are issued by AEM prior to the date hereof
until the earlier of their natural expiration, termination, or renewal and AEM
shall continue to account to ACRO for any Premium, recoveries and other amounts
payable in respect of such Policies.


 


Section 2.                                            Further Assurances.  
Each party hereto shall, at any time and from time to time after the
first date written above, upon request of any other party hereto, do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged and
delivered, all such further acts, instruments, assignments and assurances as
may be reasonably required in order to carry out the intent of this Agreement.


 


Section 3.                                            Entire Agreement. 
This Agreement contains the entire agreement and understanding of the
parties hereto with respect to the matters herein and supersedes any other
agreement, whether written or oral, with respect to the subject matter of this
Agreement.


 


Section 4.                                            Counterparts.  
This Agreement may be executed in any number of counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.


 


Section 5.                                            Governing Law and Submission to Jurisdiction.  
This Agreement shall be governed by and construed in accordance with the
law of Bermuda and the parties hereto submit to the non-exclusive jurisdiction
of the Courts of Bermuda for the purpose of enforcing any claim arising
hereunder.


 


[The next page is the signature page.]


 

















 


IN WITNESS
WHEREOF, the parties
hereto have caused this Agreement to be executed and delivered by their duly
authorized officers as of the effective date hereof.


 


 


	
  ACE
  EUROPEAN MARKETS

  INSURANCE LIMITED

  	
  ACE
  CAPITAL RE OVERSEAS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ James C. Hooban

  	
   

  	
  /s/
  Rebecca L. Carne

  	
   

  
	
  Name:

  	
  James C. Hooban

  	
  Name:

  	
  Rebecca L. Carne

  
	
  Title:

  	
  Managing Director

  	
  Title:

  	
  Director

  
	
  Date:

  	
  December 18, 2003

  	
  Date: